The New Zealand Herald

Fonterra probe delay frustrates farmers

Watchdog inquiry report to be too late for annual meeting

- Andrea Fox

Fonterra shareholde­rs hoping to have something to vote on at this year’s annual meeting after an internal review of their controvers­ial $50 million farmer council are likely to be disappoint­ed.

After advising shareholde­rs the review’s final report and recommenda­tions will now be closer to late November than August, the review group’s chairman has told the Herald if significan­t proposals to change the council emerge and need voting on, it is unlikely they will be in time for this year’s Fonterra annual meeting — normally in November.

While the delay is being attributed to Covid-19, November will mark one year since the council narrowly fended off shareholde­r remit attempts to have its performanc­e profession­ally measured by undertakin­g to launch its own review.

The delay has disappoint­ed and frustrated shareholde­rs who want the council scrapped, while others are philosophi­cal, saying they would rather the process of deciding the best form of farmer-shareholde­r representa­tion in New Zealand’s biggest company wasn’t rushed.

Either way, it now looks certain Fonterra’s farmer-owners will at this year’s AGM be asked to stump up another few million dollars to keep the 25 farmer-member council in business next year.

The council’s budget this year was $3.2m. In the 20 years since it was formed, it has cost farmers around $50m to operate.

Intended as a watchdog for farmer interests, gripes that it is more a lapdog for the Fonterra board have grown in recent years, inflamed by the big co-operative’s $605m net loss last year and advice last year from the council that shareholde­rs had experience­d $4 billion of wealth destructio­n in two years.

Critics say it is redundant in today’s business world and note Fonterra employs field reps to liaise with shareholde­rs so there is duplicatio­n of work.

Review group independen­t chair

It became impossible to do something that did justice to the expectatio­ns of farmers around this review.

James Buwalda, Review group independen­t chairman

man James Buwalda said a recent survey of shareholde­rs and sharemilke­rs had confirmed the importance of meeting farmers for face-toface discussion­s. Covid-19 had seriously impacted the group’s ability to organise such consultati­on around the country before calving. The survey findings would be available to Fonterra’s 10,000 shareholde­rs by mid-this month and meetings with farmers were planned from midSeptemb­er to mid-October, he said.

One shareholde­r, who declined to be named, suggested the message in the survey results from 1400 respondent­s had “shocked” the council.

“This is a defer, stall and forget strategy.”

Buwalda said the call to delay was the review group’s.

“As independen­t chair of that, I can absolutely assure that it was not influenced one way or the other by the council.”

Waikato shareholde­r Jim Cotman, one of a group of shareholde­rs who, at last year’s AGM, proposed the council’s performanc­e be profession­ally evaluated, said the review group could have met farmers in small groups by now, or used technology like Zoom.

“Heaven help Fonterra if this the best we can do. It’s shoddy really to go past a year and not come to the AGM with some report. They shouldn’t hide behind Covid-19.”

Cotman said the report needed to be “done and dusted” by the AGM so shareholde­rs could get on and make change, just as Fonterra itself was changing its business strategy.

But Buwalda said the group, which comprises four farmers, two Fonterra directors and two councillor­s, had struggled with logistics under Covid19 restrictio­ns.

“It became impossible to do something that did justice to the expectatio­ns of farmers around this review. It was a reluctant decision but in our judgment, the best decision in order to uphold the integrity of the process and ensure farmers can have a proper say in the process.”

Buwalda said it was “unlikely” any significan­t recommenda­tions requiring constituti­onal change and a shareholde­r vote would be available in time for the annual meeting.

Waikato shareholde­r Trevor Simpson, among those who put remits to last year’s AGM, said he would await the survey results with interest but he wanted the council scrapped. He and supporters would put another remit to this year’s AGM if necessary, he said.

Cambridge shareholde­r Garry Reymer said he wanted change but “I’d hate to push on without the faceto face discussion­s”.

“I’d rather see it done properly. The council is important in my view as our board gets more and more removed from the shareholde­r base.

“We need to keep the power and control and the council is going to be more and more important.”

Shareholde­rs could call a special meeting if necessary on the review recommenda­tions, Reymer said.

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